Repay Holdings Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated September 14, 2020, reports on events occurring on September 9, 2020. Repay Holdings Corporation (the "Company") completed an underwritten public offering of its Class A common stock. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Transaction Details
- Shares Issued: 13,000,000 shares of Class A common stock.
- Offering Price: $24.00 per share to the public.
- Net Proceeds to Company: Approximately $305 million (net of underwriting discounts and commissions, before estimated offering expenses).
- Net Price per Share: $23.425 per share.
- Over-Allotment Option: The underwriter, Morgan Stanley & Co. LLC, holds a 30-day option to purchase up to 1,364,816 additional shares.
- Use of Proceeds: The Company will not retain any proceeds. All funds are designated to acquire an equivalent number of Post-Merger Repay Units from CC Payment Holdings, L.L.C. (controlled by Corsair Capital LLC) at $23.425 per unit.
Material Changes and Agreements
The filing details the entry into two material definitive agreements dated September 9, 2020:
- Underwriting Agreement: With Morgan Stanley & Co. LLC to facilitate the public offering.
- Unit Purchase Agreement: With CC Payment Holdings, L.L.C. to acquire limited liability company interests of Hawk Parent Holdings LLC ("Post-Merger Repay Units") using the offering proceeds.
The transaction structure ensures that the capital raised from public investors is immediately transferred to the private equity sponsor (Corsair) in exchange for the underlying operating company interests.
Guidance, Risks, and Contingencies
The filing does not provide specific financial guidance, revenue forecasts, or management commentary regarding future operational performance. The primary contingency noted is the potential exercise of the over-allotment option by the underwriter, which would trigger a corresponding purchase of additional Post-Merger Repay Units from Corsair. The Company has agreed to indemnify the underwriter against certain liabilities under the Securities Act.
Key Facts for Investor Verification
- Verify the final closing of the over-allotment option and the total aggregate proceeds raised.
- Confirm the successful transfer of proceeds to Corsair Capital and the corresponding issuance of Post-Merger Repay Units.
- Review the full text of the Underwriting Agreement and Unit Purchase Agreement (Exhibits 1.1 and 1.2) for specific indemnification terms and termination provisions.
- Check subsequent filings for the Company's retained earnings and liquidity position post-transaction, as the Company retained no proceeds from this specific offering.